BaFIN specify that investment clubs meeting specific requirements do not qualify as AIFs (alternative investment funds) because they are deemed not to be raising capital from investors.
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Our approach to not being considered an AIF is not based on this exemption (and hence is not subject to the conditions for such exemption) but relies on another exemption: the co-management by all the investors of the SPV.

Such co-management allows an Odin Bare Trust not to be considered a collective investment undertaking (as per the meaning of the AIFMD). This means it does not qualify as an AIF, irrespective of the number of investors or the capital raised.
This approach requires that all investors in the SPV be consulted for major decisions (specifically, the investment and the divestment of the asset).
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In practice, Odin is the administrator of the Bare Trust and takes care of the purely administrative tasks but Odin consults with investors and acts under their instruction.

Our approach is based on the ESMA Guidelines on key concepts of the AIFMD (ESMA/2013/611, p. 5).

In addition, to avoid falling within national private placement regimes (such as the German one set out in the German Securities Prospectus Act), we require that the deal is not shared with more than 149 investors per Member State in the EEA (irrespective of the number of people actually investing in the deal).

Finally, in order for the Bare Trust to be considered tax transparent as an arrangement, it is important that German investors have the legal right to exit the Bare Trust if they wish, which is permitted under our Syndicate Terms.

We further ensure that the deal lead(s) do not provide any investment advice to investors (by providing guidelines as to what can be said or not about the deal, i.e. most notably ensuring that the deal description is not tailored to any given investor).